UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): ~~January~~February 2018, 2010

Williams Pipeline Partners L.P.

(Exact name of registrant as specified in its charter)


Delaware	001-33917	26-0834035

(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)


One Williams Center, Tulsa, Oklahoma		74172-0172

(Address of principal executive offices)		(Zip Code)

(918) 573-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

(918) 573-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 4.02~~o ~~Non-Reliance~~Soliciting onmaterial ~~Previously~~pursuant ~~Issued~~to ~~Financial~~Rule ~~Statements~~14a-12 orunder athe ~~Related~~Exchange ~~Audit~~Act ~~Report~~(17 ~~or Completed~~CFR ~~Interim Review~~240. 14a-12)

~~On January 20,~~o ~~2010,~~Pre-commencement ~~management~~communications ofpursuant ~~the~~to ~~General~~Rule ~~Partner of Williams Pipeline Partners L.P.~~ 14d-2(~~WMZ~~b) ~~concluded~~ ~~that~~under ~~our~~Exchange ~~financial~~Act statements for the year ended December 31, 2008 should be restated due to the manner in which we have presented and recognized certain pension and postretirement related activity associated with our investment in Northwest Pipeline GP (~~Northwest).~~17 WeCFR ~~hold a 35% interest in Northwest, which is our primary asset/business activity~~240. ~~Northwest had previously recorded parent~~14d-allocated amounts related to these plans on a single-employer basis rather than a multi-employer accounting model. As the plan assets are not legally segregated and Northwest is not contractually required to assume these obligations upon withdrawal, Northwest has now concluded that the appropriate accounting model for its historical financial statements is a multi-employer model. 2(b))

~~Northwest~~o participates in pension and postretirement benefit plans sponsored by its parent. However, Northwest had historically accounted for these plans as if the plans were sponsored by Northwest. Northwest has now determined that ASC 715Pre-~~30-55-63~~commencement ~~requires~~communications itpursuant to ~~account~~Rule ~~for the plans as if it is a participant in a multi~~13e-~~employer~~4(c) ~~plan.~~under ~~This error in methodology had a significant impact to our financial statements for~~ the ~~year~~Exchange ~~ended~~Act ~~December 31,~~(17 ~~2008.~~CFR ~~In that year, Northwest recognized a significant parent-allocated actuarial loss on its Balance Sheet, Statement of Owner’s Equity and Comprehensive Income~~240. ~~We have determined that the error was significant to our Comprehensive Income for the year ended December 31, 2008, wherein we present our respective ownership percentage of Northwest’s pension~~13e-related Comprehensive Income. For this period, ours and Northwest’s Comprehensive Income should have approximated Net Income. The effect of the adjustments is an increase to Comprehensive Income of $13.8 million and $.8 million in 2008 and 2007, respectively. There was no Comprehensive Income impact in 2006. The impact of this error correction will also increase Partner’s Capital at December 31, 2008. The error did not have an impact on our 2008 Net Income as the expense recognized by Northwest approximated its contributions to the parent-sponsored plans nor did it have any impact on our 2008 Statement of Cash Flows. 4(c))

~~Based~~Item on their evaluation of the effectiveness of our disclosure controls and procedures and our internal control over financial reporting at December 31, 2008, our General Partner’s Chief Executive Officer and Chief Financial Officer had concluded that our disclosure controls and procedures and our internal control over financial reporting were effective at that time at a reasonable assurance level2. ~~Our Form 10-K for the period ended December 31, 2008 contained disclosure of this conclusion~~02. InResults ~~light~~ of ~~the~~Operations ~~material weakness identified related to the presentation of these pension~~ and ~~postretirement related amounts, our General Partner’s Chief Executive Officer and Chief~~ Financial ~~Officer have now concluded that, at December 31, 2008, our disclosure controls and procedures and our internal control over financial reporting were not effective at a reasonable assurance level~~Condition.

~~Our~~ On ~~General Partner’s executive officers discussed the matters disclosed in this current report on Form 8-K pursuant to Item~~February ~~4.02(a)~~18, ~~with~~2010, ~~our~~Williams ~~independent~~Pipeline ~~registered~~Partners ~~public accounting firm~~L.P. We(“Williams ~~will include~~Pipeline”) ~~the~~issued ~~above-noted~~a ~~restatements and the assessment of our disclosure control and procedures~~press ~~and~~release ~~our~~announcing ~~internal~~its ~~control over~~ financial ~~reporting~~results ~~in our Form 10-K~~ for the quarter and year ended December 31, 2009,. The ~~expected~~financial toresults beinclude ~~filed~~certain byresults ~~February 22,~~of ~~2010.~~Northwest ~~While~~Pipeline weGP. ~~are~~Williams ~~restating~~Pipeline ~~the~~owns ~~financials~~a 35 percent ~~for~~interest ~~the~~in ~~period~~Northwest ~~ended~~Pipeline ~~December~~GP. ~~31,~~A ~~2008,~~copy weof ~~have~~the ~~concluded~~press ~~that~~release ~~the~~and ~~impact~~its ofaccompanying reconciliation ~~the~~schedules, ~~error~~are isfurnished ~~not~~herewith ~~material~~as toExhibit 99.1 ~~any~~and ofare ~~the~~incorporated ~~three~~herein ~~quarterly~~in their ~~periods~~entirety ofby ~~2009~~reference.

The press release and accompanying reconciliation schedules are being furnished pursuant to Item 2.02, Results of Operations and Financial Condition. The information furnished is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.


Item 9.01.		Financial Statements and Exhibits.

(a) None ~~(b) None (c) None (d) None~~

(b) None

(d) Exhibits.


Exhibit Number		Description
Exhibit 99.1		Copy of Williams Pipeline’s press release, and its accompanying schedules, dated February 18, 2010, publicly announcing its fourth quarter and year-end 2009 financial results.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~ Registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

~~Williams Pipeline Partners L.P. (Registrant) By~~Dated: ~~Williams Pipeline GP LLC~~February 18, ~~its General Partner By: /s/ Ted T. Timmermans Ted T. Timmermans, Chief Accounting Officer~~2010

~~Date~~WILLIAMS PIPELINE PARTNERS L.P. By: ~~January 25~~Williams Pipeline GP LLC, ~~2010~~ its General Partner By: /s/ Donald R. Chappel Donald R. Chappel Chief Financial Officer

INDEX TO EXHIBITS


Exhibit Number		Description
Exhibit 99.1		Copy of Williams’ press release, and its accompanying schedules, dated February 18, 2010, publicly announcing its fourth quarter and year-end 2009 financial results.

Filing Compare · WILLIAMS PIPELINE PARTNERS L.P.